Not Even a Box of Mutant Crayons
by ChadxSonny14
Summary: When Carly's paranoia is stretched on the Root & Berry retreat, who will help her through it? I'll give you one hint, it's not Gibby. Rated T for future chapters
1. Chapter 1

**Hey, so this is not my first fanfiction, but it is my first one I have written for iCarly. Hence my username, I have been mostly in the Sonny With A Chance stuff so I am excited for a change. I hope you guys like it. I got this idea after watching the Root & Berry episode. **

**I do not own iCarly or rights to Twilight, for my little refrence to it. **

**That'll be the day...when I own Freddie....  
**

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Yay, the Root & Berry retreat was everything she had hoped it would be and more! Yeah…not s'much….

The kids, besides Freddie and Gibby, who she had joined on the trip were a bit sketchy. And considering they all had to sleep in the super-sized tent in the middle of nowhere, Carly wanted to keep her distance from the others, as far as sleeping arrangements went. In fact, she was pretty far from even Gibby.

But not from Freddie, he was the only person she felt comfortable around in this situation. Still, to divert from awkwardness she kept a wee bit of distance between _them. _

A wolf howled from a high perch outside, echoing in the tent. Carly had a real problem with stuff like this. She referred to it as her scaredy-cat paranoia.

She always had a strange feeling in the pit of her stomach that someone was going to break into her house and come and rape her or something. And now, in the middle of nowhere, with her freaky science teacher, and off-beat classmates, the sweaty feeling in her palms and on her forehead was getting worse.

The frigid temperature outside was less than helping her in this state.

A shake of her head was in confusion on why Spencer had ever signed the stupid permission slip to let her go. She stole a glance over a Freddie to the right of her. His blanket was only resting on his waist. _How is he not freezing? _she thought.

Maybe he was just naturally really warm all of the time? The feeling of my body being blanketed with goosebumps blinded her from her conscience telling her not to do what she was about to do. That and the fact that she heard the wolf again. And, thanks to her paranoia, she thought she heard it was closer to the tent than before.

Carly scooted over to Freddie without getting up off the floor. Her blanket helped her slide over the bottom of the tent. She curled up in a ball, clutching her legs and blanket to her, against Freddie's back. Sure enough, I am pretty sure my hypothesis was correct. Freddie was just naturally warm.

Freddie was startled, but not at first, it took his reflexes a minute to wake him up and come to reality with the disturbance.

As far as Freddie knew, Carly was two feet away, sound asleep. He was proved wrong as reached his hand back behind him. Had he rolled over onto a _root_? Nope. A shocked smile crept across his face when he felt Carly's hair between his fingers.

Carly didn't wake at this, she was relived to be warm and feeling safe and had immediately fallen asleep. (A deep sleep, at that.)

Freddie turned his back a little to look at her position and to deicide on how to turn himself all the way around the best way without disturbing her. He knew about her "scaredy-cat paranoia."

He lifted her shoulders up farther on the mat she lay on. By doing this he was able to move himself to face her. Surprisingly, she did not wake. (A/N: weird…they both do that)

Freddie observed her when she slept. But not in the creepy way that that Edward guy did in…_what book was that? _he thought to himself. It had been one of Carly's past obsessions.

He tried to match the rhythm of her breathing with his own. Freddie eyed a piece of hair that floating up and down with every soft breath she took. Freddie sighed, he had gotten this opportunity only once before when him, Carly, and Sam had decided to watch Braveheart. Sam fell asleep first, her head falling on Carly's lap. Carly was left with nowhere else to sleep except his shoulder. Freddie didn't blame them, it's a 3 hour movie.

Freddie was so distracted by his reminiscing of memories, he didn't realize Carly had began to awake from her sleep. Probably, on a count of the loss of heat from Freddie's back.

Her eyes fluttered open as they adjusted to the darkness. But, not because of the temperature change, instead her dream had awoken her. Her breathing became a little heavy. Freddie was confused, had he done something wrong?

Carly tried to scramble to get up and out of the tent. Freddie stood on his knees and caught her arm before she even had time to grab at the zipper to the tent "door."

"Carly?" he whispered, as not to wake the others, "what are you doing?"

She rubbed her head, "I don't know," she mumbled as she climbed back under her blankets.

"I think you had a nightmare."

"Yeah, I did. Damn, I wish this paranoia thing would go away. I am sorry to disturb you." She cried a little as she faced away from him, the nightmare had really freaked her out.

"No, Carls. It's okay really, I don't min-" Freddie was cut off by another elongated howl from the wolf again.

Carly shot herself into Freddie's chest. Freddie was a bit alarmed, he had no idea that her paranoia was hard for her. He felt bad. There were certainly things that scared him too, like his love for Carly.

Freddie was, at first, unsure of what to do. Deciding that he better do something, he wrapped his arms around her arms and body, pulling her closer, while soothing her back to normal breathing speed by rubbing her back with his hand.

He desperately wanted to say something, anything, to calm her down and make her feel secure without sounding like an advantage-taking twit or too cliché.

"Nothing is going to hurt you. No wolf, no masked murderer, no…mutant box of crayons," he laughed to himself, _wow that was stretching it. _"Not while I am here."

Though there was no response, he continued rubbing circles in her back. He lay his head on top of hers after kissing the top of her head. If only they had this Root & Berry retreat more often….

"I am almost positive you arent asleep yet," he whispered into her ear, "So tell me, tell me about this paranoia of yours? I want to know, so I can best help you, at least, get through the next couple of nights."

Carly sighed, "I don't know how it started…it just did. And I hate it." She started to get a little worked up, small silent tears. "I hate having to deal with it. And when Spencer is away at conventions for the night, it gets worse, because there is no one there." She rambled on.

Freddie was silent for a few moments before clearing his throat to speak, "I _am always _right across the hall."

"Thanks, Freddie."

The wind picked up speed, causing the illusion of pounding on the tent from outside.

Carly practically jumped up to the tent ceiling.

"Carly, calm down. Its _just _the wind, _just the wind. Shhh…try and fall back asleep…." Freddie sat up and motioned for Carly to sit on his lap. At first, she hesitated. _

_"__I don't want to create awkwardness." _

_"__Trust me, it wont." he replied with his crooked Freddie smile. Carly got up and sat on Freddie's lap, she was still wrapped in her blanket. _

_Freddie wrapped his arms around her once mor, clutching her to his body. She snuggled into his sweatshirt. Slowly and with very little movement, Freddie rocked her back and forth, almost as if he wasn't at all, but just enough to soothe her back to sleep. _

_But, before he could let her fall back into slumber, Freddie had to do what he had always wanted. Freddie had a very serious, but soft, look on his face as he reached under her chin lightly to pull her face up to face his. _

_"__Not even a box of mutant crayons…" _

_Freddie lowered his lips to hers, grazing them before he kissed her. They both closed their eyes, putting their delicate teenage hearts into it. Freddie never wanted this to be sucking face at all or raunchy make out, this is how he had pictured it. His lips leading Carly's in a gentle motion, pulling her emotions to the surface. _

_After they pulled away, not a word more was said. Freddie kept his eyes closed and Carly wrapped her left hand around his neck. Freddie lowered them back down to the ground, without moving Carly one bit. _

_And there they fell asleep, Carly snuggle on top of Freddie after a very confusing night. Before, he officially went to sleep, Freddie sighed once more and stroked her hair, making sure she got to sleep well before he even thought about it himself. _

_The night seemed perfect, despite her dream and the confusingly sweet kiss, except for the fact that their teacher, Mr. Hennings, had been awake the whole time. _

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**Sorry about the last part being in all italics...that was an accident. Just imagine it....regular..... Anyway, I hope you liked it! Please Review!**

**If reviews are love then, **

**Thats all I need!**

**All You Need Is Love...doo doo doo doo doo!**

**I love the Beatles!  
**


	2. Chapter 2

**Hey guys! Sorry it took so long for chapter 2 but it was on my laptop which was dead and I couldnt charge it because I was missing a piece which i left at my house...etc etc etc. Anyway, good news it CHAPTER TWO IS DONE!**

**Thanks too...**

**sbtblover: **Thanks, I promised you it wasnt a one-shot!

**SquishyCool: **I agree he is a creep sometimes, thats why I thought the reference fit. Thank you!

**mckgb: **Mr. Henninng seeing what happened comes in handy later for them! Stay tuned for more! Thanks XD

**Drag0nL0rd**:Thanks! Here is the update you asked for!

**WARNING! Slight language for like a split second and i might have to change the rating for the next chapter!**

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Yes, Mr. Hennings had seen everything. Why didn't he stop him from personal displays of affection? Because Freddie and Carly were good students and he knew how hard they had both tried on their project so they wouldn't have to go on the Root & Berry.

Carly felt the rise and fall of Freddie's chest whenever she woke with a fright, which was often. Somehow, even though he was asleep, he knew when these times were and the rubbing of circles on her back continued.

Mr. Hennings decided to give them their privacy that they weren't even supposed to be aloud. The situation was understandable. They were just…teenagers…

By the time the bright morning light woke Freddie the next morning, everyone had already left the tent besides him and Carly. If they didn't get up soon, there wouldn't be any breakfast left.

But, on the other hand, everyone had probably seen them when they got up this morning. Freddie would rather just stay in the tent all day the way he was now. Carly curled up in a ball on top of him, her head nestled in the collar of his sweatshirt.

Freddie breathed in and let out a heavy sigh. He used the back of his hand to rub the sleep from his eyes. Carly woke from the movement.

"Oh, I am sorry. I didn't mean to-"

"Its okay. We should get up now anyway." Carly rolled off to the side and stretched. I stood up, well bent sort of because of the tent, and put out my hand for her to grab. She tumbled a little at first, but caught her balance eventually. She felt weightless to him, she was so light.

Before they exited the tent, Carly turned to face Freddie.

"Thank you, for everything you said and did last night. Especially…" she stared at her socked feet, "what you said."

"It was no big deal, it wasn't a stress to say what I did. I meant it. And I will mean it forever." Freddie kissed her forehead and proceeded out of the tent.

Breakfast was silent on their part, while they thought. The swarming chatter and laughter was almost irrelevant. Carly tried to remember, word for word, what he had said last night. _Not even a box of mutant crayons…._

Freddie sleepily walked over to the rest of the group, he hadn't gotten much sleep last night. Carly felt bad, she shouldn't be keeping Freddie up at night. She made a pact with herself, tonight she wouldn't be any distraction to him and she would fight off the god damned scaredy cat paranoia.

Freddie started up conversation about that days boring plans with Gibby. The only person, other than Freddie and Gibby, that she actually talked to at school was Caroline. Carly took her seat for breakfast next to her.

Freddie shot a sexy stare with a smirk at Carly. She only glanced back for a second with a smile.

Mr. Heninngs noticed everything. He knew what it was like to be a teenager, though that was a long time ago, he decided to give them some lean on the rules.

That days festivities went by quickly. Packing up the tent, a trail here, a trail there, stops for Mr. Heninngs botany class, and the occasional yawn from Freddie. Mr. Heninngs gave him a glare each time, he was trying to make it a s fun as possible. Though it was technically a punishment.

The campfire at the end of the day felt good to just kick back and relax. Everyone's feet hurt, wishing they had just tried a little harder on their assignment.

The group stayed up late to tell ghost stories, which Carly knew wasn't the best situation to be in for her status. But, by then, it was pitch black and she wasn't quite tired yet.

"You guys enjoy the story telling. I'm just not up for it right now. So, I am going to go for a walk down to the water, okay?" Carly sat up and brushed herself off without looking at Freddie.

"Alright, Carly. Be careful." her teacher allowed her. Mr. Heninngs gave Freddie a look and nodded his head towards her.

Freddie understood, said goodnight to everyone, and jogged up the small trail to Carly.

The crunching of the leaves behind her set Carly's mind wild. She started to freeze up. _Who is behind me? I didn't see anyone follow me when I left! _Carly quickened her pace.

Freddie came up behind her, without thinking, and placed his hand on her shoulder.

A loud scream came from Carly's mouth. Freddie hadn't thought about what he was doing.

"Carly! Carly! It's just me!" She turned to face him and a wave of comfort.

"Oh, it's just you."

"I didn't mean to scare you. Mr. Heninngs thought that it would be better if you weren't by yourself down by the water if anything were to happen."

"Mr. Heninngs?"

"Okay," he held his hands up in surrender, "I wanted to come. I was worried. I was also surprised that you were so willing to go by yourself."

She continued walking up the trail to the water. "Well, I didn't want to distract you from your festivities with your friends. So, I just went by myself."

"Woah, hold on. I told you I was going to get you through the next few days out here."

Carly didn't turn, she just kept walking.

Freddie was close behind, trying to get her to talk to him. She was wearing blue shorts and a pink loose t-shirt with her last camp logo placed on the front.

They had reached the end of the trail in a matter of minutes. Without thinking, Carly ran for the water and jumped in. The cool water around her felt refreshing.

"Carly, what are you doing?" Freddie asked when she had surfaced.

"Aren't you coming in?" she asked in a seductive voice.

Something twinged in Freddie's stomach and the blood in his body rushed south.

Something came over Freddie, something he had never felt before. Carly stared at him, with a stare she had never used before.

He began walking slowly towards the moon and Carly while starting from the top of his shirt, he unbuttoned the first button, never leaving Carly's eyes.

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**Ooo, whats going to happen? Oh, wait I already know! **

**Of you guys share the love with reviews I will put the next chapter up later tonight! REVIEW!!!  
**


	3. Chapter 3

**Here is chapter 3!!**

**Thanks for reading!  
**

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Carly breathed in a weird way and swam back wards farther into the water.

Freddie's mouth was parted a little bit as he finished with his shirt throwing it farther on shore along with his flip-flops. His black swim trunks flopped in the wind.

His feet moved without consent into the small waves the crashed upon the rocky shore. Carly noticed his chest was flab but he wasn't ripped like the athletic obsessed at their school. It was nice.

Freddie swam under the water to reach Carly faster. When he came up for air in front of Carly, his hair was beaded with water.

The moon light shown down on their faces just enough to see each other. Carly slipped underwater, Freddie went under too and wrapped his arms around her waist, pulling her back to the surface.

A hand, of his, swept over her hair to smooth it back and came back around to her cheek, pulling her face closer to his with every second.

"Freddie, what are we doing?" Carly said softly, this killed Freddie inside with angst.

"We're doing what is right. What I have been trying to tell you for the past two years." Freddie looked straight into our eyes.

She looked away, turning her head. Freddie guided it back to his face. Something changed in the both of them.

They both leaned in, Freddie just touched lips with hers before he continued, he murmured first, "I have waited a long time for this moment."

Carly knew that, she had as well.

Freddie closed the space, making Carly shudder.

He pulled away, "Are you okay? Should I stop?"

"No, its okay. I was just surprised, is all."

Freddie moved close again through the water and leaned in, once again closing the gap. Carly wrapped her legs around him, so she wouldn't slip. They were just deep enough for Freddie to touch the bottom up to his shoulders.

She nipped at his bottom lip then massaging it after. Freddie used his tongue to beg for entrance, they didn't go as far to make out like animals. Eventually, she let him. Their eyes were closed, only seeing each other through touch.

Carly moved to wrap her arms around his neck, and to her hips with his hands. Neither of them could think about the outside world anymore, it was just them.

This was intense for Freddie. He groaned with fulfillment. Carly moved backwards to shore. Never breaking their kiss. She laid down on the ground and pulled Freddie on top of her, he hovered above dripping water on to her. She didn't mind.

How could he do this? Was this even Freddie anymore? Never had he had this effect on her.

After a good ten minutes of this, Carly shivered as a breeze rolled by off of the small waves.

"You cold?" Freddie pulled off to look down at her. His arms were getting a little tired from holding himself up.

"Yeah, a little." She began to sit up, so he pulled away from her and got up to grab is long sleeve button up shirt that he had discarded earlier, along with her shoes and his.

She was dry by now, so with Freddies help, she put his jacket on.

"We should probably go back. They might get a little suspicious." she turned her head in that direction.

Freddie groaned, he didn't want to go back. This was turning out to be the best Root & Berry retreat any student had ever been on.

"Come on, Freddie." Freddie stood and grabbed Carly's arm.

The walk back was momentous for the both of them. The first half, Carly just grazed Freddie's hand, hoping he would catch on.

Freddie looked at Carly and clutched her hand, holding it with his.

She smiled, finally.

The camp fire was put out by the time they reached the tent. They stumbled back into the tent and found their sleep wear. Carly found her Princeton t-shirt and sweatpants and Freddie found his boxers and his black t-shirt. With a flashlight they went back outside, careful not to wake the others. Both of them found a tree to change behind.

Freddie urged himself not to look. It was a very hard thing to do for him.

Once they were both changed, they headed back to the tent. Freddie found his sleeping bag but, Carly's was occupied. In his sleep, Gibby had decided he needed two sleeping bags, one for each leg.

"Damn, Gibby has my sleeping bag!" she whisper screamed.

"Oh, well you can have mine."

"No, that's yours."

"Well," he looked down at it, "we could share it.

Carly liked that idea.

Freddie got in first and then Carly. She had to get very close to him, almost on top of him, in order for the sleeping bag to zip, protecting them from the cold.

Good thing, Mr. Benson had packed him with a large sleeping bag. She was afraid he would strangle himself in it.

Freddie reached around behind her to zip it up. Surprisingly, there was a little bit of room left.

Carly grabbed a little piece of Freddie's shirt in the front, clutching it for support and comfort, knowing he was still there. At first, he was confused on this, but he let it pass.

From their very eager make-out session, both were quite tired. Of course, Carly couldn't _stay _asleep for very long.

Her eyes shot open and she struggled to get out of the sleeping bag.

Freddie awoke. "Carly, its okay you just had another nightmare. Sshhh…" Freddie rubbed the hand that was still grasping his shirt.

She looked up at him, for support. He gave it, with a gentle kiss. That calmed her down and back to sleep.

End of Night Two: One More Night To Go

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**Hey, I decided to load chapter three tonight because I love how it is going! I know this one was a little short, but next one will be longer!**

**PLEASE REVIEW! I need help as to what I should do for the last night on the Root & Berry retreat.  
**


	4. Notice

**Hey, guys! I know I havent posted in a long time on this story. But I am telling you, It will be up tonight. **

**But, I needed to tell you guys about another fan fiction site I made with my friend, username Mrs. Leon Scott Kennedy. **

**www dot realcouplefanfiction dot weebly dot com**

**Please look at it and tell me what you think at sarahchloe at gmail dot com  
**

**Or aeronacat at gmail dot com  
**

**Thanks**

**Chloe**


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